Our Terms of Business for Every Client

1Who we are and how these terms work

1.1These Terms of Business apply to every professional service we provide under the LOYALS Accountants & Business Consultants name (“LOYALS”, “we”, “us” and “our”). LOYALS is a trading name. The company that provides your services, and that you contract with, is named in your Letter of Engagement, and these terms refer to that company as LOYALS. Our working address is 39-41 North Road, King's Cross, London N7 9DP.

1.2These terms, your Letter of Engagement (the “LoE”) and any schedule attached to it together form the agreement between you and us (the “Agreement”). If something in your LoE differs from these terms, your LoE applies to that point. These Terms of Business replace any earlier terms and conditions for our professional services, and the Terms & Conditions on our website govern use of the website only.

1.3“You” means the person, partnership or company named as the client in your LoE. If more than one person is named, each of you is responsible for everything the Agreement asks of you. If you sign for a company or a partnership, you confirm that you have authority to do so.

1.4We act for you alone. Unless your LoE says otherwise, we do not owe a duty of care to anyone else, including your family members, directors, shareholders, lenders or other advisers, and they should not rely on our work.

1.5Please read these terms alongside our Privacy Policy, our Complaints Procedure and our anti-money laundering policy.

2How we take you on

2.1We take clients on in four steps.

1. You complete our online onboarding form. It includes proof of identity and proof of address for the people we are legally required to check (see section 8).
2. We review what you have sent, finish our checks and, where we can act for you, issue your LoE. It sets out the services, the fee and the start date.
3. You read the LoE, ask us anything you are unsure about, and sign it. An electronic signature is fine.
4. Once it is signed and our checks are complete, we send you the log-in details for your LOYALS bookkeeping portal and a welcome letter, which introduces your account manager and explains what happens next.

2.2The Agreement begins when we have received your signed LoE and confirmed that we are able to act. We are not obliged to accept any client, and until the Agreement begins we are not responsible for any filing or deadline.

2.3Where our services involve HMRC or Companies House, we will need you to authorise us to act. We will guide you through it, we will use the authorisation only for the services in your LoE, and you can withdraw it at any time by telling us. For Companies House, you and your directors and anyone with significant control may need to complete Companies House identity verification before we can file on your behalf, and we will tell you what is needed.

2.4If you are moving to us from another accountant, you authorise us to contact them for the information we need to take over the work, and we will ask only for what is relevant.

2.5Please tell us promptly if anything you gave us during onboarding changes or turns out to be wrong.

3Your account manager and how we communicate

3.1You will have an account manager, who is your day-to-day contact. Behind your account manager is our team of qualified accountants and finance professionals, who prepare and review your work, together with associate accountants who work with us on a contracted basis under written duties of confidentiality and data protection. We stay responsible to you for the work, whoever carries it out, and our work is reviewed before it is filed or issued as final.

3.2You can reach your account manager by email, phone or WhatsApp, Monday to Saturday, 10am to 7pm. Messages sent outside those hours are picked up when we reopen. Our main contact details are 07450 258 975 and kris.nick@loyals.uk.

3.3We aim to reply to messages within one working day, and sooner where a deadline is close. In these terms a working day is Monday to Friday, other than public holidays in England, even though our team is available on Saturdays.

3.4Email and WhatsApp are convenient but they are not fully secure. Please use your portal to send identity documents, bank details, payroll information and anything else sensitive. We may ask you to confirm an important instruction, such as approving a filing or changing bank details, through the portal or by phone. We will never ask you to move money to a new bank account on the strength of an email or message alone, and if you receive a request like that which appears to come from us, please call us before you act on it.

4What we do for you

4.1The services we provide are the ones listed in your LoE (the “Services”). They may include bookkeeping, annual accounts and corporation tax, VAT and Making Tax Digital, payroll, Construction Industry Scheme returns, Self Assessment and tax planning. Anything not listed in your LoE is outside the Services, and if you would like help with something extra we will agree the work and the fee with you in writing before we start.

4.2We will carry out the Services with reasonable skill and care, in line with the law and with recognised professional standards of integrity, objectivity, professional competence and confidentiality.

4.3Unless your LoE says otherwise, the Services do not include:

• statutory audit;
• regulated investment, pensions, mortgage or insurance advice, where we will refer you to an appropriately authorised adviser;
• legal advice, where we will tell you if a matter needs a solicitor;
• representing you in an HMRC enquiry or investigation, a penalty appeal or tax tribunal proceedings; or
• valuations, due diligence or reports for a lender or investor.

4.4Our advice is based on the law and on HMRC's published practice on the date we give it. Unless we have agreed to keep an area under review, we are not obliged to update our advice when the law changes. We do not guarantee any particular tax result, and HMRC may take a different view. Please ask us to confirm anything important in writing before you act on it, and where spoken and written advice differ, the written advice applies.

4.5We will not assist with tax evasion, or with any arrangement we consider to be an unlawful way of reducing tax. If we become aware of an error or omission in your tax affairs, we will tell you and ask you to put it right with HMRC. If you decline to do so, we may have to stop acting for you and, where the law requires it, make a report.

5What we need from you

5.1To let us do our job properly and on time, you agree to:

• give us complete, accurate and timely information, and answer our questions honestly and fully, including about past filings and any HMRC correspondence;
• keep the records the law requires you to keep, and keep your portal up to date as set out in your LoE, for example bank feeds, receipts, invoices and payroll changes;
• review and approve anything we send you for approval within three working days, unless we give you a different date;
• tell us as soon as you can about changes, including new directors or shareholders, a new address, staff starting or leaving, and a change of bank details or VAT status, and forward any letter from HMRC or Companies House to us when you receive it;
• give us the authorisations we need (see clause 2.3); and
• keep your portal log-in details secure (see section 6).

5.2You remain legally responsible for your accounts, tax returns, VAT returns, payroll and every other filing, even where we prepare and submit them for you. For a company, that responsibility sits with its directors. For payroll, it includes your duties as an employer, such as paying your staff and HMRC on time and meeting your pension duties. Please review what we send before you approve it, because once you approve it we file it on your instruction.

5.3We rely on the information and documents you give us, and we do not check them against independent evidence unless your LoE says we will. If something looks wrong or incomplete we will tell you, but we are not auditors of your records.

5.4For each filing we will tell you the date we need your information by. If we have it by then, we will use reasonable endeavours to meet the filing deadline. If your information or approval arrives late we cannot promise to meet the deadline, and we are not responsible for the penalties or interest that follow (see clause 11.4). Where your records are incomplete or need reworking, we may charge for the extra time, after telling you first.

6Your LOYALS bookkeeping portal

6.1Every client has their own LOYALS bookkeeping portal, where your books, documents, approvals and messages are kept. We issue your log-in details once your LoE is signed and our checks are complete.

6.2You are responsible for activity under your log-in details. Please do not share them with anyone who is not authorised to act for you, and tell us at once if you think they have been lost or misused. We may suspend access where we think it is needed to protect your security or ours.

6.3We take reasonable steps to keep the portal available and secure, but we cannot promise that it will always be uninterrupted or free of faults. The portal is a tool to help you, and you remain responsible for keeping the records the law requires you to hold.

6.4Your data in the portal remains yours. The portal itself, the software behind it and our templates remain the property of LOYALS or our licensors, and we give you a non-transferable right to use them while the Agreement lasts. Our working papers remain ours.

6.5When the Agreement ends we will keep your portal available to you for a reasonable period, which we will confirm in writing, so that you can download your records.

7Fees and payment

7.1Our fees are set out in your LoE. Fees are shown before VAT, which we add at the rate that applies. You can see our current published prices on our fees page, but the fee in your LoE is the one that applies to you.

7.2Fees for ongoing services are fixed for the first twelve months of the Agreement. If we want to change them after that, we will tell you in writing at least 30 days before the change takes effect. If you do not wish to accept the change you may end the Agreement under section 14, and the existing fee applies until it ends.

7.3The fee covers the Services listed in your LoE and nothing else. Extra work is agreed and priced in writing before we start. Examples include dealing with an HMRC enquiry, appealing a penalty, work needed because your business has changed, or catching up records that have not been kept.

7.4Monthly fees are payable in advance by Direct Debit, standing order, bank transfer or card, as set out in your LoE. Other fees are payable as invoiced. Unless your LoE says otherwise, each invoice is due 14 days after the invoice date.

7.5If you think an invoice is wrong, please tell us within 14 days of receiving it and pay any part that is not in dispute. We will look into it promptly.

7.6If a payment is late we will remind you. If it is still unpaid after the reminder, we may pause our work until it is paid, and we will tell you before we do so and explain any deadline that is at risk. We are not responsible for penalties, interest or other consequences of a pause that follows non-payment. Where you are a business, we may also charge interest and compensation for late payment under the Late Payment of Commercial Debts (Interest) Act 1998. If an invoice is still unpaid 30 days after its due date, we may end the Agreement under clause 14.2.

7.7Costs we pay to third parties on your behalf, such as Companies House fees, are added to your invoice at cost. We will tell you first if the amount is likely to be significant.

7.8We do not hold client money and we do not make payments from your bank accounts, unless you have given us a separate written authority that sets out exactly what we may pay and on what terms.

8Anti-money laundering and our legal duties

8.1We are supervised by HMRC for anti-money laundering purposes, under registration number XXML00000179910. We must comply with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Proceeds of Crime Act 2002 and the Terrorism Act 2000.

8.2Before we act for you we must check who you are. For an individual that means photographic identification and proof of address, and we ask for proof of address dated within the last three months. For a company it also means checking its directors and the people who own or control it, normally anyone with more than 25% of the shares or votes. We collect these through our online onboarding form, and we may also use electronic identity verification services. We may ask for more information about your business and where your money comes from.

8.3These checks do not stop once you are on board. We keep them up to date, monitor the work we do for you, and may ask questions or request fresh documents from time to time, particularly when something changes or looks unusual.

8.4If we cannot complete our checks to our satisfaction, we cannot act for you or must stop acting, and we are not responsible for any loss that follows. We may charge for work already done.

8.5The law may require us to report a suspicion to the National Crime Agency, and in many cases we are not allowed to tell you that we have done so. These duties come before our duty of confidentiality to you, and we are not liable to you for a report made in good faith.

8.6We must keep copies of your identity and other checking records for five years after our relationship with you ends, and that requirement overrides any request for earlier deletion.

9Confidentiality, conflicts and your privacy in our marketing

9.1We treat your affairs as confidential and use your information only to provide the Services and meet our legal duties. We share it only with our own team and associates who need it, with HMRC, Companies House and other bodies we deal with for you, with the software and service providers we use to deliver the Services, with our professional advisers and insurers who are bound to keep it confidential, and with anyone else the law, a court or a regulator requires us to tell or you ask us to tell. This continues after the Agreement ends.

9.2We may act for other clients whose interests compete with yours, for example businesses in the same sector. We keep each client's information separate. If a conflict of interest arises that we cannot manage fairly, we will tell you, unless we are prevented from doing so, and we may need to stop acting for one or both clients.

9.3We will not name you or use your story in our marketing, case studies or reviews without your written permission.

10Data protection

10.1We both have to follow the UK GDPR and the Data Protection Act 2018. Our Privacy Policy explains how we handle personal data, how long we keep it and what rights individuals have.

10.2For information about you and your directors and owners, such as identity, contact and billing details, we are the controller. For personal data that belongs to your own staff, customers or tenants and that we handle to deliver the Services, such as payroll records, you are the controller and we act as your processor.

10.3Where we act as your processor, we will:

• process that data only on your documented instructions, which are these terms and your LoE, unless the law requires otherwise;
• make sure everyone who handles it is bound by confidentiality;
• keep it secure with appropriate technical and organisational measures;
• use other processors, such as software and hosting providers and our associates, only under written terms that protect the data to the same standard, and you give us general permission to do so;
• tell you before we add or replace a provider that processes your data, so that you can object;
• give you the information you reasonably need to show that we both comply with data protection law, and allow audits or inspections that you or your appointed auditor reasonably request;
• help you respond to requests from individuals and meet your own data protection duties, as far as is reasonably possible;
• tell you without undue delay if we become aware of a personal data breach affecting your data; and
• return or delete the data when the Agreement ends, apart from what we must keep by law (see clause 10.6).

10.4You must have a lawful basis for giving us personal data, and you are responsible for telling your staff and others that we process their data on your behalf.

10.5Some of the providers we use may process data outside the UK. Where they do, we use providers that apply the safeguards UK law requires.

10.6We keep records for the periods the law requires and the periods set out in our Privacy Policy, and we keep identity checking records as set out in clause 8.6.

11Our responsibility to you

11.1Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that the law does not allow to be limited or excluded. Your statutory rights as a consumer are not affected.

11.2Clauses 11.3 to 11.6 apply only if you use the Services for the purposes of your business. Clauses 11.7 and 11.8 apply to everyone. If you are a consumer (see section 15), we are liable for loss that was a foreseeable result of our failing to carry out the Services with reasonable care and skill, and nothing in this section limits that.

11.3Our total liability to you for all claims arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the amount stated in your LoE. If your LoE does not state an amount, our total liability is limited to the lower of:

1. three times the fees, excluding VAT, paid or payable under the Agreement in the 12 months before the event that first gave rise to the claim or, if the Agreement has been running for less than 12 months, three times the fees that would be payable in its first 12 months; and
2. £50,000.

11.4We are not liable for:

• indirect or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings;
• penalties, surcharges or interest charged by HMRC, Companies House or any other body, to the extent that they result from information that was late, incomplete or wrong, from an approval you did not give in time, or from a lack of funds, rather than from our own failure;
• loss that results from our reliance on information or documents you gave us, where we had no reason to doubt them;
• the outcome of an HMRC decision or enquiry, or a change in the law, after we have given our advice;
• the acts or failures of third parties we do not control, such as banks, software providers, other advisers, or the systems of HMRC and Companies House; or
• delay or failure caused by events beyond our reasonable control (see clause 16.3).

11.5If anyone else, including you or another adviser, is also responsible for a loss, we are liable only for our fair share of it.

11.6Please tell us in writing about any claim as soon as you become aware of it, and in any event within 12 months of the date you became aware, or reasonably should have become aware, of the facts that gave rise to it. Telling us early lets us put things right quickly and notify our insurers, who require prompt notice.

11.7No director, employee or associate of LOYALS owes you a personal duty of care or has any personal liability to you, and each of them can rely on this section under the Contracts (Rights of Third Parties) Act 1999. Any claim you have is against LOYALS.

11.8What we say when we are dealing with a complaint or trying to put something right is not an admission of liability.

12Our insurance

12.1We hold professional indemnity, public liability and employers' liability insurance. The cover is underwritten by HDI Global UK Limited (20 Gracechurch Street, London EC3V 0BG) and Great Lakes Insurance UK Limited (1 Fen Court, London EC3M 5BN), and is arranged through Simply Business.

12.2Our professional indemnity cover applies to professional services provided within the United Kingdom, the Channel Islands, the Isle of Man and the European Union, and it excludes claims brought in the United States of America or Canada.

12.3We will give you a copy of our certificate of insurance on request. If you think you may have a claim against us, please tell us as early as you can. Our insurance conditions require us to notify our insurers promptly, and they mean we cannot admit liability or agree a settlement without their agreement. This does not affect your legal rights.

13If something goes wrong

13.1Please tell your account manager or write to kris.nick@loyals.uk, and we will try to put it right straight away.

13.2If it is not resolved, it becomes a formal complaint under our Complaints Procedure. We acknowledge it within three working days and give you a reference, a senior member of the team who was not involved looks into it, and we aim to send you a full written reply within 28 days. There is no charge for making a complaint, and it does not affect the service you receive.

13.3If we cannot settle a complaint between us, you may use an independent mediation or alternative dispute resolution service. We will consider any proposal to do so in good faith, although we are not required to agree. Complaints about how we have handled personal data can also be taken to the Information Commissioner's Office.

14Ending the Agreement

14.1Either of us may end the Agreement by giving the other 30 days' written notice. Email is fine.

14.2We may end the Agreement immediately by written notice if:

• an invoice is still unpaid 30 days after its due date, after we have reminded you;
• you do not give us the information, approvals or authorisations we need, despite reminders;
• we cannot complete or keep up to date our anti-money laundering checks, or we suspect money laundering or another unlawful activity;
• you ask us to act unlawfully or against professional standards, or you decline to put right an error or omission in your tax affairs (see clause 4.5);
• a conflict of interest arises that we cannot manage;
• you are abusive or threatening towards our team; or
• you become insolvent, or commit a serious breach of the Agreement that you do not put right within 14 days of our written notice.

14.3You may end the Agreement immediately by written notice if we seriously breach it and do not put the breach right within 14 days of your written notice asking us to.

14.4When the Agreement ends:

• you pay for the Services provided up to the end date, and for any work in progress at the rates agreed in your LoE or otherwise in writing, and we refund any monthly fee you have paid in advance for the days after the end date, less anything you owe us;
• we stop acting for you and cancel our HMRC and Companies House authorisations, and you should check on your side that they have been removed;
• we hand over your records, and the information a new accountant reasonably needs, promptly and without unreasonable delay, and we reply promptly if a new accountant contacts us; and
• we may keep copies of records where the law requires it.

14.5Ending the Agreement does not affect rights that have already arisen, or any clause that is meant to continue, including those on fees, liability, confidentiality, data protection and anti-money laundering records.

15If you are an individual using our services outside a business

15.1You are a consumer if you are an individual and you use our services wholly or mainly outside your trade, business, craft or profession, for example for a personal tax return that has nothing to do with a business. Everything in these terms applies to you except where this section or clause 11.2 says otherwise.

15.2Because you sign your LoE online, you have the right to cancel the Agreement within 14 days, without giving a reason, under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. The 14 days start the day after the Agreement begins (see clause 2.2).

15.3To cancel, tell us clearly by email, phone, WhatsApp or post, and we will confirm that we have received your message. You do not have to use a particular form, but you may use the model cancellation form below if you wish.

15.4If you ask us to start work during the 14 days and then cancel, you pay for the work we have done up to the time you told us, in proportion to the whole of the Services. If we fully complete the Services within the 14 days, having started at your express request and with your acknowledgement that you lose the right to cancel once they are complete, you can no longer cancel.

15.5We will refund any payment due to you within 14 days of the day we are told you are cancelling, using the same payment method.

15.6None of this affects your other legal rights, including the right to have services carried out with reasonable care and skill.

16General

16.1The Agreement is the whole agreement between us about the Services and replaces anything said or written before it. This does not limit liability for fraud.

16.2We may update these terms from time to time. The version and date are shown at the foot of this page. A new version applies to new clients from its date. For existing clients we will give at least 30 days' notice by email or through the portal before it applies to you, and if you do not accept it you may end the Agreement under section 14. We may apply a change straight away where the law requires it.

16.3Neither of us is responsible for delay or failure caused by events beyond our reasonable control, including failures of HMRC or Companies House systems, utilities or the internet, industrial action, severe weather or a public health emergency. This does not excuse a duty to pay fees.

16.4We may give you notices by email to the address in your LoE or through your portal, and you may give us notices by email to kris.nick@loyals.uk or by post to our working address. An email is treated as received on the next working day after it is sent.

16.5You agree that we may communicate with you electronically, and that electronic signatures and electronic records are valid for the Agreement.

16.6You may not transfer the Agreement to anyone else without our written consent. We may use associates and subcontractors to carry out the Services, as described in clause 3.1.

16.7Nobody other than you, us and the people named in clause 11.7 has any right to enforce the Agreement, and you and we may vary or end the Agreement without the consent of any of them.

16.8If any part of the Agreement is found to be invalid, the rest continues. If we delay in enforcing a right, we have not given it up. Nothing in the Agreement makes us your partner or employee, and we act as your agent only when we deal with HMRC and Companies House on your behalf.

16.9The Agreement, and any dispute arising from it, is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. If you are a consumer living in Scotland or Northern Ireland, you may also bring proceedings in the courts of the place where you live.